As filed with the Securities and Exchange Commission on June 30, 2011
 Registration No. 333-
   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM S-3
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 METALICO, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    3341
(Primary Standard Industrial
Classification Code Number)
    
    52-2169780
(I.R.S. Employer Identification
Number)
 186 North Avenue East
Cranford, New Jersey 07016
(908) 497-9610
 Arnold S. Graber, Esq.
Executive Vice President, General Counsel and Secretary
Metalico, Inc.
186 North Avenue East
Cranford, New Jersey 07016
(908) 497-9610
 Copies to:
Steven M. Skolnick, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068-1791
(973) 597-2500
 Approximate date of commencement of proposed sale to the public:
 o
 þ
 o
 o
 o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 CALCULATION OF REGISTRATION FEE
 Proposed Maximum
    
    
    Proposed Maximum
    
    
    Amount ofTitle of Each Class of Securities
    
    
    Amount to be
    
    
    Offering Price Per
    
    
    Aggregate Offering
    
    
    Registrationto be Registered
    
    
    Registered
    
    
    Security
    
    
    Price
    
    
    FeeCommon Stock, par value $0.001 per share (1)
    
    
    
    1,169,231
    
    
    
    
    (3
    )
    
    
    
    (3
    )Common Stock, par value $0.001 per share (2)
    
    
    
    287,500
    
    
    
    
    (3
    )
    
    
    
    (3
    )Total
    
    
    
    1,456,731
    
    
    
    
    (3
    )
    
    
    
    (3
    )
    
    
    $
    0
    (3)
 
 (1)
    
    This amount represents the number of shares of our common stock issuable upon exercise
of the warrants issued on April 9, 2008. The warrants have an exercise price of $12.65.(2)
    
    Represents 115% of the number of shares of common stock issuable upon exercise of the
warrants issued in connection with the $100 million notes offering consummated on May 1, 2008.
The warrants have an exercise price of $14.00.(3)
    
    Pursuant to Rule 457(p) and Rule 415(a)(6) under the Securities Act of 1933, as amended, the
securities registered pursuant to this Registration Statement consist of certain unsold
securities previously registered on the Registrants Registration Statement on Form S-3
(Registration No. 333-151158) filed on May 23, 2008, amended on July 16, 2008, and declared
effective on July 18, 2008 (the Prior Registration Statement). The Prior Registration
Statement registered securities on behalf of selling stockholders for a maximum offering price
of $264,153,002. No securities were sold under the Prior Registration Statement. In
connection with the registration of such unsold securities on the Prior Registration
Statement, the Registrant paid filing fees of $10,382, as calculated pursuant to Rule 457(o)
based on the proposed maximum aggregate offering price, which fees will continue to be applied
to such unsold securities included in this Registration Statement. The Registrant hereby
offsets the total Registration Fee due under this Registration Statement by the amount of the
unused filing fee associated with the unsold securities from the Prior Registration Statement.
Pursuant to Rule 415(a)(6), no registration fee is due and the offering of unsold securities
under the Prior Registration Statement will be deemed terminated as of the date of
effectiveness of this Registration Statement with respect to the Primary Offering Securities. The Registrant hereby amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to Section 8(a) , may
determine.




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##### 



The information in this preliminary prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an
offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated June 30, 2011
 PRELIMINARY PROSPECTUS
 1,456,731 Shares
 Metalico, Inc.
Common Stock
     Investing in our common stock involves a high degree of risk. Before buying any securities,
you should read the discussion of material risks of investing in our securities in Risk Factors
beginning on page 5 of this prospectus.
 Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.




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TABLE OF CONTENTS
 Section
    
    PageProspectus Summary
    
    
    1Risk Factors
    
    
    5Special Note Regarding Forward-Looking Statements
    
    
    13Use of Proceeds
    
    
    13Selling Stockholders
    
    
    14Plan of Distribution
    
    
    19Incorporation of Certain Information by Reference
    
    
    21Where You Can Find More Information
    
    
    21Legal Matters
    
    
    22Experts
    
    
    22




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##### 



PROSPECTUS SUMMARY
 This summary highlights selected information appearing elsewhere or incorporated by reference
in this prospectus and may not contain all the information that is important to you. This
prospectus includes information about the securities being offered as well as information regarding
our business. You should carefully read this prospectus and the registration statement of which
this prospectus is a part in their entirety before investing in our common stock, including the
section entitled Risk Factors, and the information incorporated by reference in this prospectus.
Unless the context otherwise requires, all references to we, us, our company, the company
or Metalico in this prospectus refer collectively to Metalico, Inc., a Delaware corporation, and
its subsidiaries.
 BUSINESS SUMMARY
 Overview
   Scrap Metal Recycling
     1




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##### 



Location
    
    Number of FacilitiesBuffalo, New York
    
    
    2Niagara Falls, New York
    
    
    1Lackawanna, New York (Hamburg)
    
    
    1Rochester, New York
    
    
    3Syracuse, New York
    
    
    1Jamestown, New York
    
    
    1Ithaca, New York (50% joint venture)
    
    
    1Akron, Ohio
    
    
    1Youngstown, Ohio
    
    
    1Warren, Ohio
    
    
    1Pittsburgh/Western Pennsylvania
    
    
    5Bradford, Pennsylvania
    
    
    1Colliers, West Virginia
    
    
    1
 Ferrous Scrap Industry.
 Non-Ferrous Scrap Industry.
 PGM and Minor Metals Recycling
    2




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##### 




    
    Newark, New Jersey
    
    Quarryville, Pennsylvania
    
    West Chester, Pennsylvania
    
    Buda, Texas
    
    Dallas, Texas
    
    Gulfport, Mississippi
 Lead Fabricating
   
    
    Birmingham, Alabama
    
    Granite City, Illinois
    
    Healdsburg, California
    
    Ontario, California
  CORPORATE INFORMATION
  http://www.metalico.com .
 3




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##### 



SUMMARY OF OFFERING
 Common Stock Offered by Selling Stockholders:

    
    1,456,731Common Stock Issued and Outstanding as of June 29, 2011:

    
    47,407,307Use of Proceeds:
    
    See Use of Proceeds on page 13.NYSE Amex Symbol:
    
    MEA
 4




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##### 



RISK FACTORS
 You should consider carefully the following risk factors in evaluating us, our business and an
investment in our securities. Any of the following risks, as well as other risks and uncertainties,
could harm our business and financial results and cause the value of our securities to decline,
which in turn could cause you to lose all or a part of your investment. The risks below are not the
only ones facing our company. Additional risks not currently known to us or that we currently deem
immaterial also may impair our business.
 Risks Relating To Our Business
 Prices of commodities we own are volatile, which may adversely affect our operating results and
financial condition.
  
    
    general domestic and global economic conditions, including metal market conditions;
    
    competition;
    
    the financial condition of our major suppliers and consumers;
    
    the availability of imported finished metal products;
    
    international demand for U.S. scrap;
    
    the availability and relative pricing of scrap metal substitutes;
    
    import duties and tariffs;
    
    currency exchange rates;
    
    demand for exchange traded funds; and
    
    domestic and international labor costs
   The profitability of our traditional scrap and PGM and Minor Metals recycling operations depends,
in part, on the availability of an adequate source of supply.
  The cyclicality of our industry could negatively affect our sales volume and revenues.
  5




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The volatility of the import and export markets may adversely affect our operating results and
financial condition.
  The volatility of lead pricing may impact our ability to sell product.
  An impairment in the carrying value of goodwill or other acquired intangibles could negatively
affect our operating results and net worth.
  Our significant indebtedness may adversely affect our ability to obtain additional funds and may
increase our vulnerability to economic or business downturns.
  
    
    general domestic and global economic conditions, including metal market conditions;
    
    a substantial portion of our cash flow from operations will be needed to pay debt
service and will not be available to fund future operations;
 6




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
    
    we have increased vulnerability to adverse general economic and metal recycling
industry conditions; and
    
    we may be vulnerable to higher interest rates because interest expense on borrowings
under our loan agreement is based on margins over a variable base rate.
  Our indebtedness contains covenants that restrict our ability to engage in certain transactions and
failure to comply with the terms of such indebtedness could result in a default that could have
material adverse consequences for us.
  We have pledged substantially all of our assets to secure our borrowings and are subject to
covenants that may restrict our ability to operate our business.
  We may not generate sufficient cash flow to service all of our debt obligations.
  We may seek to make acquisitions that may prove unsuccessful or strain or divert our resources.
  
    
    the diversion of our managements attention from our everyday business activities;
    
    the contingent and latent risks associated with the past operations of, and other
unanticipated problems arising in, the acquired business, including managing such
acquired businesses either through our senior management team or the management of such
acquired business; and
    
    the need to expand management, administration and operational systems.
  
    
    we will be able to successfully integrate the operations and personnel of any new
businesses into our business;
    
    we will realize any anticipated benefits of completed acquisitions;
 7




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##### 




    
    economic conditions could deteriorate after closing; or
    
    there will be substantial unanticipated costs associated with acquisitions, including
potential costs associated with environmental liabilities undiscovered at the time of
acquisition.
  
    
    potentially dilutive issuances of our equity securities;
    
    the incurrence of additional debt;
    
    restructuring charges; and
    
    the recognition of significant charges for depreciation and amortization related to
intangible assets.
  The markets in which we operate are highly competitive. Competitive pressures from existing and new
companies could have a material adverse effect on our financial condition and results of
operations.
    Unanticipated disruptions in our operations or slowdowns by our shipping companies could adversely
affect our ability to deliver our products, which could materially and adversely affect our
revenues and our relationship with our consumers.
  Our operations consume large amounts of electricity and natural gas, and shortages, supply
disruptions or substantial increases in the price of electricity and natural gas could adversely
affect our business.
  8




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##### 



The loss of any member of our senior management team or a significant number of our managers could
have a material adverse effect on our ability to manage our business.
  The concentration of our consumers and our exposure to credit risk could have a material adverse
effect on our results of operations and financial condition.
  A significant increase in the use of scrap metal alternatives by current consumers of processed
scrap metals could reduce demand for our products.
  In order to maintain the supply line of catalytic converters for our PGM operations, we make
unsecured advances to vendors. A significant downturn in the price of platinum group metals could
result in the loss of a significant portion of those unsecured advances.
  9




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##### 



Our operations are subject to stringent regulations, particularly under applicable environmental
laws, which could subject us to increased costs.
       10




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##### 



If more of our employees become members of unions, our operations could be subject to
interruptions, which could adversely affect our results of operations and cash flow.
  Our operations present significant risk of injury or death. We may be subject to claims that are
not covered by or exceed our insurance.
  Our business is seasonal and affected by weather conditions, which could have an adverse effect on
our revenues and operating results.
  We face certain product liability and warranty claims that may harm our business.
  11




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##### 



We intend to develop greenfield projects which are subject to risks commonly associated with such
projects.
  Our industry is exposed to certain risks due to the bulk nature of materials that require quantity
estimates.
  Risks Relating to Our Common Stock
 We do not expect to pay any dividends for the foreseeable future. Our stockholders may never obtain
a return on their investment.
  Our amended and restated certificate of incorporation, our bylaws, Delaware law and certain
instruments binding on us contain provisions that could discourage a change in control.
  We have incurred and will continue to incur significant increased costs in order to assess our
internal controls over financial reporting and our internal controls over financial reporting may
be found to be deficient.
   12




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##### 



The market price of our common stock has been volatile over the past twelve months and may continue
to be volatile.
  Future sales of our common stock, including sales of our common stock acquired upon the exercise of
outstanding options or warrants or upon conversion of our outstanding convertible notes, may cause
the market price of our common stock to decline.
  SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
   USE OF PROCEEDS
  13




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SELLING STOCKHOLDERS
        14




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##### 



Shares Offered
    
    
    
    
    
    
    Percentage ofShares Owned Prior
    
    
    Pursuant to this
    
    
    Shares Owned After
    
    
    Shares Owned AfterName of Selling Stockholders
    
    to Offering
    
    
    Offering
    
    
    Offering
    
    
    OfferingArdsley Partners Renewable Energy Fund, Ltd. (1)
262 Harbor Drive
4th Floor
Stamford, CT 06902
    
    
    28,258
    
    
    
    28,258
    
    
    
    
    
    
    
    Ardsley Renewable Energy Offshore Fund, Ltd. (2)
262 Harbor Drive
4th Floor
Stamford, CT 06902
    
    
    51,960
    
    
    
    51,960
    
    
    
    
    
    
    
    CBT Holdings LLC (3)
c/o Andell Holdings
10877 Wilshire Blvd, Suite 2200
Los Angeles, CA 90024
    
    
    267,628
    (17)
    
    
    277,003
    (18)
    
    
    
    
    
    
    Credit Suisse London Nominees Ltd.
    
    
    4,582
    
    
    
    4,582Crestline Enchantment Fund, L.L.C. (4)
c/o Crestline Investors, Inc.
201 Main Street, Suite 1900
Fort Worth, TX 76102
    
    
    130,303
    
    
    
    130,303
    
    
    
    
    
    
    
    Enable Growth Partners LP (5)
One Ferry Building
Suite 255
San Francisco, CA 94111
    
    
    53,538
    
    
    
    53,538
    
    
    
    
    
    
    
    Enable Opportunity Partners LP (6)
One Ferry Building
Suite 255
San Francisco, CA 94111
    
    
    4,308
    
    
    
    4,308
    
    
    
    
    
    
    
    GreenTech Research LLC
    
    
    1,069
    
    
    
    1,069
    
    
    
    
    
    
    
    Highbridge
International LLC (7)
c/o Highbridge Capital Management, LLC
9 West 57th St, 27th Floor
New York, NY 10019
    
    
    48,215
    
    
    
    55,448
    (19)
    
    
    
    
    
    
    Hudson Bay
Fund, LP (8)
120 Broadway
40th Floor
New York, NY 10271
    
    
    164,255
    
    
    
    164,255
    
    
    
    
    
    
    
    Hudson Bay
Overseas Fund Ltd. (9)
120 Broadway
40th Floor
New York, NY 10271
    
    
    331,786
    (20)
    
    
    336,193
    (21)
    
    
    
    
    
    
    
 15




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##### 



Shares Offered
    
    
    
    
    
    
    Percentage ofShares Owned Prior
    
    
    Pursuant to this
    
    
    Shares Owned After
    
    
    Shares Owned AfterName of Selling Stockholders
    
    to Offering
    
    
    Offering
    
    
    Offering
    
    
    OfferingIroquois
Master Fund Ltd. (10)
641 Lexington Avenue
26th Floor
New York, NY 10022
    
    
    96,208
    
    
    
    98,351
    (22)
    
    
    
    
    
    
    JP MORGAN
OMNI SPC, Ltd.-BIOVI SEGREGATED PORTFOLIO (11)
c/o Hudson Bay Capital Management
120 Broadway 40th floor
New York, NY 10271
    
    
    33,125
    
    
    
    38,094
    (23)
    
    
    
    
    
    
    LBI Group, Inc.
    
    
    45,522
    
    
    
    45,522
    
    
    
    
    
    
    
    Murphy Alternative Investments, LLC
    
    
    15,233
    
    
    
    15,233
    
    
    
    
    
    
    
    Octagon
Capital Partners (12)
700 E. Palisades Ave.
Englewood Cliffs, NJ 07632
    
    
    8,205
    
    
    
    8,205
    
    
    
    
    
    
    
    Option Opportunities Corp.
    
    
    5,936
    
    
    
    5,936
    
    
    
    
    
    
    
    Pierce
Diversified Strategy Master Fund LLC, Ena (13)
One Ferry Building
Suite 255
San Francisco, CA 94111
    
    
    3,692
    
    
    
    3,692
    
    
    
    
    
    
    
    Portside
Growth and Opportunity Fund (14)
c/o Ramius LLC
599 Lexington Avenue, 20th Floor
New York, NY 10022
    
    
    103,526
    
    
    
    112,901
    (24)
    
    
    
    
    
    
    The
University of Connecticut Foundation, Inc. (15)
2390 Alumni Drive
U-3206
Storrs, CT 06269
    
    
    15,080
    
    
    
    15,080
    
    
    
    
    
    
    
    The University of Connecticut Foundation, Inc., as agent
for the University of Connecticut (16) 
2390 Alumni Drive
U-3206
Storrs, CT 06269
    
    
    603
    
    
    
    603
    
    
    
    
    
    
    
    W44 Trading Company
    
    
    4,621
    
    
    
    4,621
    
    
    
    
    
    
    
    Warisan Global Equity Master Fund Ltd.
    
    
    6,576
    
    
    
    6,576
    
    
    
    
    
    
    
    
 
 *
    
    Indicates ownership of less than 1%(1)
    
    Spencer Hempleman exercises voting and dispositive power over the shares held by
Ardsley Partners Renewable Energy Fund, Ltd.(2)
    
    Spencer Hempleman exercises voting and dispositive power over the shares held by
Ardsley Renewable Energy Offshore Fund, Ltd.(3)
    
    Kashif Sheikh and Dana Rosenkrantz Levens exercise shared voting and dispositive power
over the shares held by CBT Holdings LLC. 16




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##### 



(4)
    
    Douglas K. Bratton, Caroline A. Cooley, John S. Cochran, Nowlin G. Randolph and Samuel
Levens exercise shared voting and dispositive power over the shares held by Crestline
Enchantment Fund, L.L.C. The shares are beneficially owned by the New Mexico State
Investment Council.(5)
    
    The control person of Enable Growth Partners LP is Mitch Levine, managing partner, who
exercises sole voting and dispositive powers over these shares.(6)
    
    The control person of Enable Opportunity Partners LP is Mitch Levine, managing partner,
who exercises sole voting and dispositive powers over these shares.(7)
    
    Highbridge Capital Management, LLC is the trading manager of Highbridge International
LLC and has voting control and investment discretion over the securities held by Highbridge
International LLC. Glenn Dubin and Henry Swieca control Highbridge Capital Management, LLC
and have voting control and investment discretion over the securities held by Highbridge
International LLC. Each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca
disclaims beneficial ownership of the securities held by Highbridge International LLC.(8)
    
    Sander Gerber, Yoav Roth and John Doscas share voting and investment power over these
securities. Sander Gerber, Yoav Roth and John Doscas disclaim beneficial ownership over the
securities held by Hudson Bay Fund, LP.(9)
    
    Sander Gerber, Yoav Roth and John Doscas share voting and investment power over these
securities. Sander Gerber, Yoav Roth and John Doscas disclaim beneficial ownership over the
securities held by Hudson Bay Overseas Fund, Ltd.(10)
    
    Iroquois Capital Management L.L.C. (Iroquois Capital) is the investment manager of
Iroquois Master Fund, Ltd. (IMF). Consequently, Iroquois Capital has voting control and
investment discretion over securities held by IMF. As managing members of Iroquois Capital,
Joshua Silverman and Richard Abbe make voting and investment decisions on behalf of
Iroquois Capital in its capacity as investment manager to IMF. As a result of the
foregoing, Mr. Silverman and Mr. Abbe may be deemed to have beneficial ownership (as
determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the
securities held by IMF. Notwithstanding the foregoing, Mr. Silverman and Mr. Abbe disclaim
such beneficial ownership.(11)
    
    Sander Gerber, Yoav Roth and John Doscas of Hudson Bay Capital Management, LP, as
Investment Manager for JPMorgan Omni SPC, Ltd-BIOVI Segregated Portfolio, share voting and
investment power over these securities. Sander Gerber, Yoav Roth and John Doscas disclaim
beneficial ownership over the securities held by JPMorgan Omni SPC, Ltd-BIOVI Segregated
Portfolio.(12)
    
    Steven Hart has investment power and voting control over the securities held by Octagon
Capital Partners.(13)
    
    The control person of Pierce Diversified Strategy Master Fund LLC, Ena is Mitch Levine,
managing partner, who exercises sole voting and dispositive powers over these shares.(14)
    
    Ramius LLC (Ramius) is the investment manager of Portside Growth and Opportunity Fund
(Portside) and consequently has voting control and investment discretion over securities
held by Portside. Cowen Group, Inc. (Cowen), which is a publicly-traded company, is the
managing member of Ramius. Each of Ramius and Cowen disclaims beneficial ownership of the
Metalico securities listed hereunder.(15)
    
    Kevin A. Edwards, Vice President of Finance and Chief Investment Officer of The
University of Connecticut Foundation, Inc., exercises sole voting and dispositive powers
over these shares.(16)
    
    Kevin A. Edwards, Vice President of Finance and Chief Investment Officer of The
University of Connecticut Foundation, Inc., exercises sole voting and dispositive powers
over these shares.(17)
    
    Consists of (i) 205,128 shares of common stock issuable upon exercise of warrants
issued in April 2008 and (ii) 62,500 shares of common stock issuable upon exercise of
warrants issued in connection with the Notes.(18)
    
    Consists of (i) 205,128 shares of common stock issuable upon exercise of warrants
issued in April 2008 and (ii) 71,875 shares of common stock, which is 115% of the 62,500
shares of common stock issuable upon exercise of warrants issued in connection with the
Notes.(19)
    
    Represents 115% of the 48,215 shares of common stock issuable upon exercise of warrants
issued in connection with the Notes.(20)
    
    Consists of (i) 302,411 shares of common stock issuable upon exercise of warrants
issued in April 2008 and (ii) 29,375 shares of common stock issuable upon exercise of
warrants issued in connection with the Notes.(21)
    
    Consists of (i) 302,411 shares of common stock issuable upon exercise of warrants
issued in April 2008, and (ii) 33,782 shares of common stock, which is 115% of the 29,375
shares of common stock issuable upon exercise of warrants issued in connection with the
Notes.(22)
    
    Consists of (i) 81,923 shares of common stock issuable upon exercise of warrants issued
in April 2008, and (ii) 16,397 shares of common stock, which is 115% of the 14,285 shares
of common stock issuable upon exercise of warrants issued in connection with the Notes.(23)
    
    Represents 115% of the 33,125 shares of common stock issuable upon exercise of warrants
issued in connection with the Notes. 17




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##### 



(24)
    
    Consists of (i) 41,026 shares of common stock issuable upon exercise of warrants issued
in April 2008, and (ii) 71,875 shares of common stock, which is 115% of the 62,500 shares
of common stock issuable upon exercise of warrants issued in connection with the Notes. 18




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##### 



PLAN OF DISTRIBUTION
 []
  
    
    on any national securities exchange or quotation service on which the securities may
be listed or quoted at the time of sale;
    
    in the over-the-counter market;
    
    in transactions otherwise than on these exchanges or systems or in the
over-the-counter market;
    
    through the writing of options, whether such options are listed on an options
exchange or otherwise;
    
    ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers;
    
    block trades in which the broker-dealer will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction;
    
    purchases by a broker-dealer as principal and resale by the broker-dealer for its
account;
    
    an exchange distribution in accordance with the rules of the applicable exchange;
    
    privately negotiated transactions;
    
    short sales;
    
    sales pursuant to Rule 144;
    
    broker-dealers may agree with the selling security holders to sell a specified number
of such shares at a stipulated price per share;
    
    a combination of any such methods of sale; and
    
    any other method permitted pursuant to applicable law.
   19




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##### 



20




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##### 



INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
  (1)
    
    Our annual report on Form 10-K for the year ended December 31, 2010 filed with
the SEC on March 15, 2011;(2)
    
    Our Definitive Proxy Statement on Schedule 14A filed with the SEC on May 12,
2011;(3)
    
    Our quarterly report on Form 10-Q for the quarter ended March 31, 2011 filed with
the SEC on April 28, 2011;(4)
    
    Our current reports on Form 8-K filed with the SEC on June 23, 2011, February 22, 2011 and
January 31, 2011 (other than any portions of the filing that were furnished (pursuant to
Item 2.02 or Item 7.01 or other applicable SEC rules) rather than filed);(5)
    
    All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the document referred to in (1) above;(6)
    
    The description of our common stock contained in our registration statement on
Form 8-A filed with the SEC on March 10, 2005, including any amendments or reports filed
for the purpose of updating that description; and(7)
    
    All documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act prior to the termination of the offering.
    
 WHERE YOU CAN FIND MORE INFORMATION
 http://www.sec.gov http://www.metalico.com
 http://www.sec.gov
 21




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LEGAL MATTERS
  EXPERTS
  22




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PART II
 INFORMATION NOT REQUIRED IN PROSPECTUS
 Item 14. Other Expenses of Issuance and Distribution
  SEC registration fee
    
    $
    0Legal fees and expenses
    
    $
    15,000Accounting fees and expenses
    
    $
    25,000Printing and related expenses
    
    $
    5,000Miscellaneous
    
    $
    5,000Total
    
    $
    50,000
 Item 15. Indemnification of Officers and Directors
       Item 16. Exhibits
  II-1




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3.1
    
    Fourth Amended and Restated Certificate of Incorporation of Metalico, Inc.;
previously filed as Appendix A to the Proxy Statement on Schedule 14A for
the Companys 2008 Annual Meeting of Stockholders filed on May 15, 20083.2
    
    Third Amended and Restated Bylaws of Metalico, Inc.; previously filed as
Exhibit 3.2 to Form 8-K filed November 3, 2005 and incorporated herein by
reference4.1
    
    Specimen Common Stock Certificate; previously filed as Exhibit 4.1 to the
Form 10 filed December 20, 2004 under the same exhibit number and
incorporated herein by reference5.1
    
    Legal Opinion of Lowenstein Sandler PC10.1
    
    Securities Purchase Agreement dated as of March 27, 2008 among the Company
the investors named therein; previously filed as Exhibit 10.2 to the Form
8-K filed March 28, 2008 and incorporated herein by reference10.2
    
    Registration Rights Agreement dated as of March 27, 2008 among the Company
and the investors named therein; previously filed as Exhibit 10.3 to the
Form 8-K filed March 28, 2008 and incorporated herein by reference10.3
    
    Form of Warrant; previously filed as Exhibit 10.4 to the Form 8-K filed
March 28, 2008 and incorporated herein by reference10.4
    
    Securities Purchase Agreement dated as of April 23, 2008 among the Company
and the investors named therein; previously filed as Exhibit 10.1 to the
Form 8-K filed April 24, 2008 and incorporated herein by reference10.5
    
    Registration Rights Agreement dated as of April 23, 2008 among the Company
and the investors named therein; previously filed as Exhibit 10.2 to the
Form 8-K filed April 24, 2008 and incorporated herein by reference10.6
    
    Form of Warrant; previously filed as Exhibit 10.4 to the Form 8-K filed
April 24, 2008 and incorporated herein by reference23.1
    
    Consent of J.H. Cohn LLP23.2
    
    Consent of McGladrey & Pullen, LLP23.3
    
    Consent of Lowenstein Sandler PC (incorporated by reference into Exhibit 5.1)24.1
    
    Power of Attorney (included on Signature Page)
 Item 17. Undertakings
  (1)
    
    To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
 (i)
    
    To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933, as amended, or the Securities Act;(ii)
    
    To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the Calculation
of Registration Fee table in the effective registration statement;
 II-2




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(iii)
    
    To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement;
  (2)
    
    That, for the purpose of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.(3)
    
    To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.(4)
    
    That, for the purpose of determining liability under the Securities Act to any
purchaser:
 (i)
    
    If the registrant is relying on Rule 430B:
 (a)
    
    Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and(b)
    
    Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by Section 10(a) of the Securities
Act shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however , that no statement
made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; or
 (ii)
    
    If the registrant is subject to Rule 430C, each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an offering, other
than registration statements relying on Rule 430B or other than prospectuses filed
in reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that
is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement that was
made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
 (5)
    
    That, for the purpose of determining liability of the registrant under the
Securities Act to any purchaser in the initial distribution of the securities, the
undersigned registrant hereby undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
 (i)
    
    any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;(ii)
    
    any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
 II-3




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(iii)
    
    the portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and(iv)
    
    any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
 (6)
    
    That, for purposes of determining any liability under the Securities Act, each
filing of the registrants annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit plans
annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.(7)
    
    To deliver or cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by Article 3 of Regulation
S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.
  II-4




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SIGNATURES
 th
 METALICO, INC.By:
    /s/ Carlos E. AgüeroName:
    Carlos E. AgüeroTitle:
    President and Chief Executive Officer POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ Carlos E. Agüero

Carlos E. Agüero
    
    Chairman of the Board of Directors, President and
Chief Executive Officer
(Principal Executive Officer)
    
    June 30, 2011/s/ Eric W. Finlayson
    
    Senior Vice President
    
    June 30, 2011Eric W. Finlayson
    
    and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)/s/ Michael J. Drury

Michael J. Drury
    
    Executive Vice President and Director
    
    June 30, 2011/s/ Bret R. Maxwell

Bret R. Maxwell
    
    Director
    
    June 30, 2011/s/ Walter H. Barandiaran

Walter H. Barandiaran
    
    Director
    
    June 30, 2011/s/ Paul A. Garrett

Paul A. Garrett
    
    Director
    
    June 30, 2011/s/ Sean P. Duffy

Sean P. Duffy
    
    Director
    
    June 30, 2011